Exhibit 4.2


                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, BizCom U.S.A., Inc., a Florida corporation (the
"Maker"), promises to pay to the order of Gary D. Lipson, an individual (the
"Payee"), the principal amount of Sixty Thousand Dollars ($60,000), together
with simple interest on the principal amount of this Promissory Note from time
to time outstanding at the rate of five percent (5%) per annum. The entire
principal amount of this Promissory Note, together with all interest accrued
thereon, shall be finally due and payable on July 31, 2002.

         The principal amount of this Promissory Note and any interest accrued
thereon may be prepaid in whole or in part at any time prior to maturity without
premium or penalty of any kind. Any amount paid to the Payee or other holder
hereof shall be applied first to interest accrued to the date of such payment
and then to the principal amount hereof then outstanding.

         The occurrence of any one or more of the following events or conditions
shall constitute an "Event of Default" under this Promissory Note:

                  (a) The Maker shall fail for any reason to make any payment,
         whether of principal or interest, when due and payable pursuant to the
         provisions of this Promissory Note;

                  (b) The Maker shall fail to observe or to perform any or all
         of its agreements, covenants and obligations, or shall otherwise
         breach, violate or default under, any agreement, note, mortgage, lease,
         contract, guaranty or other instrument to which it is a party or by
         which it or any or all of its properties or assets are bound, including
         without limitation the that certain letter agreement of even date
         herewith by and between the Maker and the Payee and that certain
         Promissory Note of even date herewith in the principal amount of
         $20,000 made by the Maker to the order of the Payee;

                  (c) A final judgment shall be entered against the Maker which
         is not satisfied or bonded in full within thirty (30) days after the
         date of the entry thereof;

                  (d) Any or all of the assets and properties of the Maker shall
         be levied upon, seized or attached;

                  (e) The Maker shall (i) admit in writing its inability to pay
         its debts generally as they become due, (ii) file a voluntary petition
         under any bankruptcy, insolvency or other law for the relief or aid of
         debtors, including without limitation the Bankruptcy Code of 1978, as
         amended, (iii) make any assignment for the benefit of its creditors or
         (iv) enter into any composition agreement;


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                  (f) An involuntary petition shall be filed against the Maker
         under any bankruptcy, insolvency or other law for the relief or aid of
         debtors, including without limitation the Bankruptcy Code of 1978, as
         amended, which involuntary petition is not dismissed within sixty (60)
         days after the date of the filing thereof;

                  (g) Any court of competent jurisdiction shall find that the
         Maker is insolvent or bankrupt;

                  (h) A receiver or trustee shall be appointed for the Maker or
         for all or a substantial portion of its assets and properties;

                  (i) All or a substantial portion of the assets and properties
         of the Maker shall be lost, stolen, damaged or destroyed;

                  (j) The Maker shall enter into any agreement to, or shall,
         sell all or substantially all of its assets and properties, or merge or
         consolidate with or into any other corporation or entity;

                  (k) The Maker shall cease to conduct its business, adopt any
         plan of liquidation, liquidate or dissolve; or

                  (l) The Payee or other holder hereof shall for any reason deem
         himself insecure with respect to the payment by the Maker of any amount
         which may become due and payable to the Payee or other holder hereof
         pursuant to the provisions of this Promissory Note.

         Upon the occurrence of any Event of Default:

                  (a) all amounts outstanding hereunder, whether principal,
         interest or otherwise, shall, at the option of the Payee or other
         holder hereof, become immediately due and payable;

                  (b) simple interest shall accrue on the then outstanding
         principal amount of this Promissory Note from the date of any such
         Event of Default to the date of payment in full of the then outstanding
         principal amount hereof at the highest rate of interest permitted by
         the laws of the State of Florida; and

                  (c) the Maker shall pay all reasonable costs and expenses of
         collection of this Promissory Note, including without limitation
         reasonable attorneys' fees, costs and expenses, paid or incurred by the
         Payee or other holder hereof, whether paid or incurred in connection
         with collection by suit or otherwise.

         The Maker and each endorser of this Promissory Note severally waives
demand, protest, presentment and notice of maturity, non-payment or protest and
any and all requirements necessary to hold each of them liable as a maker or
endorser hereof.

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         The waiver by the Payee or other holder of this Promissory Note of the
Maker's prompt and complete performance of, or default under, any provision of
this Promissory Note shall not operate nor be construed as a waiver of any
subsequent breach or default and the failure by the Payee or other holder hereof
to exercise any right or remedy which he may possess hereunder shall not operate
nor be construed as a bar to the exercise of any such right or remedy upon the
occurrence of any subsequent breach or default.

         This Promissory Note shall be governed by, and shall be construed and
interpreted in accordance with, the laws of the State of Florida. This
Promissory Note may not be modified or amended, except by a written instrument
executed by the Maker and the Payee or other holder hereof.

          Any suit for the collection of any amount, whether principal, interest
or otherwise, which shall have become due and payable under this Promissory Note
shall be brought only in the Circuit Court of Miami-Dade County, Florida, and
the Maker hereby knowingly, voluntarily and intentionally submits to the
jurisdiction and venue of such Court. In any suit for the collection of any
amount, whether principal, interest or otherwise, which shall have become due
and payable under this Promissory Note, the Maker knowingly, voluntarily and
intentionally waives any right which it may have to a trial by jury. The Maker
acknowledges that the provisions of this paragraph constitute a material
inducement for the Payee to extend the credit to the Maker evidenced by this
Promissory Note, and that but for the inclusion of such provisions in this
Promissory Note the Payee would not have extended such credit to the Maker.


         IN WITNESS WHEREOF, the Maker, by and through its undersigned officer
thereunto duly authorized, has executed and delivered this Promissory Note as of
August 1, 2001.


                                      BIZCOM U.S.A., INC.,
                                      A FLORIDA CORPORATION



                                      By /s/ Hank Klein
                                        ----------------------------------------
                                               Hanan ("Hank") Klein,
                                               Chairman of the Board
                                               and Chief Executive Officer

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